Good evening. I`m Chris Matthews out in San Francisco. Leading off
tonight: Reversal of fortune? One year ago, the Democrats lost 63 House
seats and 6 Senate seats. But last night, the story was very different.
From Ohio to Mississippi, from Arizona to New Jersey, to Maine and beyond,
most voters went the Democrats` way.

The two most significant results -- in Ohio, voters rejected governor
John Kasich`s anti-union legislation by a huge margin. And in Mississippi,
the so-called "personhood" anti-abortion amendment went down to a crushing
defeat. None of this, of course, guarantees success next year. But
they`re probably smiling in the White House tonight.

Also, the Herman Cain camp seems to have settled on a strategy, accuse
the accusers. They`re going after the women who have made charges against
him. How big of a deal will this be in tonight`s Republican debate? And
how long can this go on?

Plus, here`s a good lesson from Republican John (SIC) Walsh on how not
to treat a constituent.

We start with the reversal of fortunes out there. "Time" magazine`s
Mark Halperin is an MSNBC senior political analyst. And Willie Brown is
the great former mayor of San Francisco.

Mark, you look at all these sort of entrails -- here are some of the
highlights from last night`s elections. In Ohio, by 2 to 1, voters soundly
rejected an anti-union law that limited collective bargaining by public
employees. "The Cleveland Plain Dealer" reporter, quote, "Without
question, the results will be viewed as a momentum builder for Democrats
nationwide and should encourage President Barack Obama."

In Mississippi, a "personhood" amendment which would`ve defined
personhood starting at conception, was defeated. Had it passed, this
amendment this would`ve outlawed all abortions and many forms of
contraception.

In Arizona, the Republican president of the state senate, who was
architect of the state`s harsh anti-immigration law, lost in a recall
election. He`s out.

And in Maine, voters rejected a law that ended same-day voter
registration.

There was one defeat for the president. In Ohio, voters went 2 to 1
in rejecting the president`s health care individual mandate. Voters
supported a proposal that says no federal, state or local law could force a
person or employer to participate in the health care system.

So there you have a pretty good night for the Democrats, Mark. Let`s
look at the union issue. Does this show that labor has come back in force?

MARK HALPERIN, "TIME," MSNBC SR. POLITICAL ANALYST: It does, Chris,
and of course, no Democrat can get elected president without labor
energized and out in force. That`s one of the lessons -- or the possible
hints from what happened on the Ohio ballot measure that I think not just
at the White House, but throughout Democratic Party and the progressive
movement -- they will be very pleased with that.

MATTHEWS: And the "personhood amendment" defeat in Mississippi, which
is a very anti-abortion state, anti-abortion rights state -- I believe
there`s only one abortion clinic in that state, or something like that --
did that surprise you?

HALPERIN: It didn`t surprise me. There was a lot of confusion about
the language. Even some pro-life people were down on the language in the
amendment. I think the best thing there for the Democrats is that Mitt
Romney endorsed that provision, as he did the labor provision in -- on the
side of the governor, the Republican governor in Ohio. So they`ve got Mitt
Romney down on a marker on some issues that in the general election,
Democrats are confident will really hurt Romney.

MATTHEWS: Well, let me go right now to Mayor Brown with this.
Here`s Governor Kasich, who got beaten badly last night with his anti-union
law. Let`s listen to him.

GOV. JOHN KASICH (R), OHIO: It`s clear that the people have spoken.
And you know, my view is when people speak in a campaign like this and a
referendum, you have to listen when you`re a public servant. There isn`t
any question about that. I`ve heard their voices, I understand their
decision, and frankly, I respect what people have to say in an effort like
this.

(END VIDEO CLIP)

MATTHEWS: Mayor Brown, this reminds me of Arnold Schwarzenegger
coming into power in that recall situation, where he looked so strong. He
went after the firefighters, the teachers and the nurses, and he got
pounded. It looks like the same thing happened to Kasich here.

WILLIE BROWN (D), FMR. SAN FRANCISCO MAYOR: Well, there`s no question
Kasich took it under the chin. But let me also tell you, you know that the
president has been to Ohio several times. Many of us didn`t understand
why. Now we know why.

In conversations with the mayor of Columbus -- who won, by the way,
for the fourth term, 70 to 30 -- it was clear unions and organized labor
made this a referendum on whether or not you could ever be middle class.
It translated with labor, so that there was no sideline participation,
there was only full participation. And that`s a way in which labor, I
think, can help the president win reelection.

MATTHEWS: Let me ask you about this Maine vote, Mr. Mayor, while I
have you. It seems to me that the voters like to vote. I think we learned
that in the state of Maine yesterday, which is a very crusty, independent-
minded state. They voted down -- they voted to reject a law which would`ve
ended same-day voter registration. It seems to me voters don`t like being
told you can`t vote, you can`t register the same day you want to vote and
those kinds of opportunities. They like them.

BROWN: Everywhere that we`ve ever tried to limit or restrict your
access to the polls, it has proven to be a loser of enormous proportions.
Republicans traditionally want to establish almost things similar to what
was done with all of the business of that was in the South for years, where
you had to pre-register, you have to do a whole series of things to be
eligible to vote.

Voters don`t want to do that. They want to show up on election day
with no preference whatsoever prior to their coming in and saying, I`m a
voter and I want to vote.

MATTHEWS: Well, that seems to be a strong pattern. Let me go back to
Mark Halperin, who`s at the debate site tonight for the CNBC vote -- debate
tonight. I`ve got to ask you a question, since you`re out there tonight.
This thing with Herman Cain -- is that going to come up tonight?

HALPERIN: I think it`s got to come up. You know, it`s going to
largely be up to the moderators. It`s certainly where the press is
focused. I think the bigger issue -- because I expect Mitt Romney to have
a good debate here, it`s his home turf, Michigan...

HALPERIN: ... and it`s on the economy. The big issue for me to watch
is not how Cain handles it. He`s largely said what he`s going to say, at
least so far. It`s Gingrich and Huntsman and Perry. If any of these three
guys can step up and have a strong debate, they can really catch the
attention of Republican voters and the media as a potential alternative to
Mitt Romney. That long-casted-for role that no one has fulfilled yet is
who will be the Romney alternative.

MATTHEWS: Right, who`s going to replace Cain, if he goes down? And
by the way, the Obama campaign, Mark, has to take heart from last night`s
results, obviously. A campaign memo on the election of last night says,
"Voters in Ohio overwhelmingly rejected Governor John Kasich`s anti-worker
bill, standing strong against a Republican agenda that seeks to put a
greater economic burden on the shoulders of hard-working middle-class
families."

I guess the question is, do they see this as evidence that they can
carry Ohio, which -- in the days of Tim Russert, he used to say, "Ohio,
Ohio, Ohio." It`s one of those states that seems to be so much a
bellwether.

HALPERIN: Chris, the story in American politics since Barack Obama
started to push universal health care with Nancy Pelosi and Harry Reid has
been the energy on the right, people engaged and focused and desperate to
change Washington.

What we`ve seen in Ohio, it`s clear, is that not just labor but the
progressive movement, the Democratic Party is engaged and ready to fight.
And in John Kasich, they have a governor, as they do in Florida and
Wisconsin and a few other key states, that they can demonize and make more
of a punching bag than I think Mitt Romney can be made into because he`s
less of a distinct figure right now.

So to energize Democrats in the short term in Ohio, in Florida, this
is a great day and a great result for the Democratic Party. And they`re
excited about it and they see now that they can be the party, at least
somewhat, of energy and engagement and enthusiasm.

MATTHEWS: Mayor Brown, it seems like President Obama, who ran as sort
of an Ivy League kind of guy, a highly educated guy, elite-educated, you
might say, surrounded by a lot of `60s guys from the people very much the
old left and new left combined, not exactly a labor guy, not exactly a
bread -- and-butter Democrat.

It seems like he`s merging into one, with all this talk about building
bridges, building highways, putting people to work, fighting the
Republicans. The populist aspect of Barack Obama -- do you think it got a
good OK last night?

BROWN: Absolutely. And as long as he accepts the idea that, You`ve
done health care, and it`s time for the people to speak on it, you shut up,
you stay out of it, don`t make health care a referendum on your performance
but keep people engaged in the pursuit of jobs, he`ll be all right.

You notice the White House hasn`t said a word about what happened in
Ohio on health, and I think that kind of silence will be the hallmark of
the campaign as they go forward.

MATTHEWS: So they`re going to pick the target of unemployment, but
even though this unemployment usually hurts the incumbent, do you believe
that he can tack against that, like in a sailboat, and go against the wind,
like Teddy Kennedy used to say? Can he win on the jobs issue as an
incumbent during a high-unemployment period? That would be a first.

BROWN: As long as the Republicans continue to do all the things that
they do to keep infrastructure from not being one of the places where we
engage and where we provide resources and we provide money. Tonight, when
the debate goes down, the question is going to be, should there have been
the help to the auto industry that the federal government provided?

Republicans are going to be wrong on all those issues. He is going to
make unemployment a Republican burden, not a Democratic burden. And yes,
as the incumbent, he`s going to be able to succeed.

MATTHEWS: Let me ask Mark the same question. Can a president do a
jujitsu, if you will, on the jobs issue, take an issue that should belong
to the opposition and say, Darn it, you`re the problem?

HALPERIN: Well, I think Mayor Brown`s exactly right. The White House
is going to cherry-pick the president`s record and only go for those things
that they think push forward into the future where they can make an
argument that says, I`ve done this and I`ll do more.

The Republican Party, in the case of John Kasich, in the case of Mitt
Romney, are for a set of policies that are very distinct from what the
president`s for. And I think absolutely -- whether he can execute it is
the open question. But absolutely, the way you`ve described it is the way
the White House is going to do it, say, If you care about jobs, you can`t -
- you go to the policies of the Republican Party.

And I think the good thing about that message for the president is, he
believes it in his heart. He believes it in his core that that is a
fundamental difference between the parties. And Barack Obama, like every
other politician, when they`re arguing something they believe firmly, they
do a lot better.

MATTHEWS: And he also gets to run against other incumbents next
November, which is a very smart thing to do. If you can bang the guy in
Ohio and bang the guy in Ohio, in Florida as the bad guys, you can become
the challenger to them, and you can be David to their Goliath.

MATTHEWS: More election results from last night. In Kentucky,
Governor Steve Beshear, a Democrat, cruised to reelection. National
Democrats say Beshear`s victory could provide a blueprint for President
Obama, including defining your opponent early. Take note, Mitt Romney.

In Mississippi, Republican lieutenant governor Phil Bryant defeated
Democrat Johnny DuPree, the first African-American major party nominee for
governor in the state of Mississippi since Reconstruction.

And a couple of noteworthy mayors` races. Here in San Francisco,
where I`m on right now, it`s interim mayor Ed Lee. He`ll be the first
Asian-American mayor in San Francisco history.

And in my hometown of Philadelphia, Democrat -- a good guy -- Michael
Nutter won reelection by a wide margin.

We`ll be right back.

(COMMERCIAL BREAK)

MATTHEWS: Welcome back to HARDBALL. Herman Cain defended himself
yesterday in dramatic fashion. In a late-in-the-day news conference, he
denied the allegations against him by four different women, two of whom
have come forward publicly. Cain and his campaign have said some of the
women may be motivated by financial gain or are just out and out lying.

Anyway, today some of those women responded, making sure the story
wouldn`t disappear from the headlines any time soon. Sharon Bialek said
Cain disrespected her and the other women. And Karen Kraushaar`s lawyer
upped the ante. He said his client would give details about the alleged
harassment at a news conference she was hoping to organize with the other
three Cain accusers all together. When or even if that will happen is
still unclear.

Well, tonight the focus will shift back to the politics of this
unfolding drama when the Republican candidates take the stage for another
debate. That`s the CNBC debate tonight. And this is certainly the
elephant in the room, this issue, and we`ll see what, if anything, his
opponents have to say.

Two reporters who`ve been all over this story join me right now.
Michael Shear covers politics for "The New York Times." And Maggie
Haberman is a senior political writer for Politico.

Maggie, I`m going right to the Politico. Here`s it (ph). The
campaign response can be summed up in three words, "Attack, attack,
attack." Yesterday, they sent an e-mail to supporters, their supporters,
detailing Sharon Bialek`s past financial difficulties, her employment
history and her involvement in previous civil suits. The campaign called
it a "long and troubled history."

Meanwhile, Cain`s campaign manager made a bewildering accusation
against Karen Kraushaar on Fox News last night which the campaign was
forced to retract today because it was totally, utterly false. Let`s
watch.

(BEGIN VIDEO CLIP)

MARK BLOCK, CAIN CHIEF OF STAFF: You start connecting the dots and
trying to figure out whether it`s coming from our opponents on the left or
opponents on the right. I mean, just at the press conference, it was
brought up that the -- that Karen Kraushaar had come out as one of the
womens (ph), and we`ve come to find out that her son works at Political.
(SIC) The -- the organization that originally put this story out.

SEAN HANNITY, HOST, "HANNITY": Have you confirmed that? I`ve been
hearing that all day, rumors about that. You`ve confirmed that now, right?

BLOCK: We confirmed it with -- that he does indeed work at Political,
and that`s his mother, yes.

(END VIDEO CLIP)

MATTHEWS: Well, it`s called Politico, by the way, but there`s no
reporter -- there is a reporter there with the same last name as the
accuser, but he has since left the paper and says he is not related in any
way to the accuser.

Well, there is a blank in the gun right there, Maggie, Maggie
Haberman. It seems like when you get caught that wrong-footed on
something, with a wild charge that turns out to be 100 percent wrong, that
there`s a family connection between the accuser and a reporter in the
reporting organization, people begin to know you don`t know what you`re
talking about. Your thoughts, as a reporter.

MAGGIE HABERMAN, POLITICO.COM: Well, you know, Karl Rove actually
went on Fox News earlier, and he was the first person to say something, you
know, who was within the Fox world, and said that Herman Cain has -- and
his campaign is hurting their credibility when they say things like this
that are just provably not true.

I think that -- you know, look, Mr. Cain is not the first candidate
who has had negative media stories, to blame the media, to use a strategy
of saying he`s being attacked and to attack the accusers. I think that,
you know, there is a potential risk for him. It has worked so far very
well for him, but there`s a potential risk for him, if he goes too far, of
looking negative himself.

I think it`ll be very interesting to see how this question comes up at
the debate tonight. As Mark Halperin said before, I don`t think that this
can be avoided.

MATTHEWS: Michael, it looks to me like we may not get a Perry Mason
moment here, to use an old reference from television, when the accused
stands up in the courtroom and says, OK, I did it. I don`t get the sense
that Mr. Cain`s the type of person to say, I`ve not been giving it to you
straight, here`s the scoop. It seems like, from his point of view, it`s
always going to be denial. From the other side, will it be clear enough
for the conservative voter to see enough clarity on the accusing side that
they stop believing the defendant in this case?

MICHAEL SHEAR, "THE NEW YORK TIMES": Well, I mean, I think you`re
absolutely right about Herman Cain.

If there was any moment when you thought, well, maybe he will change
strategy and kind of acknowledge some things and apologize perhaps, it
might have been yesterday, and he clearly took the opposite tack.

I mean, the question you raised, this possible press conference coming
up with all of the accusers together on one stage, I mean, what they have
said -- what the attorney for one of them has said is that if that happens
that they will go into detail and perhaps even read from her original
complaint that she filed many years ago.

That would provide all sorts of detail. And you sort of have to
wonder at that point, you know, do voters -- do voters finally and his
supporters finally give up on him or not? And, you know, that`ll play out
in Iowa and South Carolina and beyond potentially.

MATTHEWS: Well, you must be thinking sympathetically to the accusers,
as well as to him to some extent sympathetically, if there`s a different
angle or different truth or different interpretation, although what now
seems to be at play here are not different interpretations of behavior or
words in the workplace, but clear-cut accusations of predatory behavior.

This isn`t one of those, well, it depends how you took it or it
depends what mood you`re in. These are predatory actions. If he was a car
and if he was physically demanding sexual satisfaction from someone who was
looking for a job, that is sexual harassment of the most defined kind.

Let me go back to Maggie on this.

Yesterday, Cain had strong language for Sharon Bialek at his news
conference, calling her troubled and implying she was motivated by
financial gain. Let`s watch him in action.

HERMAN CAIN (R), PRESIDENTIAL CANDIDATE: The Democrat machine in
America has brought forth a troubled woman to make false accusations,
statements, many of which exceed common sense.

She claims that her past financial situation, the number of civil
lawsuits she`s been involved in, she claims that it does not play a role in
her coming forward.

From a commonsense standpoint, one would have to ask if, in fact, that
might not have been a motivation.

(END VIDEO CLIP)

MATTHEWS: Boy, that takes self-confidence and step out of the whole
issue, as if he`s not in it, and saying from a commonsense point of view,
one would have to ask, as if he`s not even a player in this drama.

Well, today, Bialek, the accuser, responded on MSNBC. Let`s listen to
her statement.

(BEGIN VIDEO CLIP)

SHARON BIALEK, ACCUSES HERMAN CAIN OF SEXUAL HARASSMENT: If I was
coming in this for money, I wouldn`t be sitting right here. I would have
sold my story and left.

That was not the motivation. It still is not the motivation. I was
simply trying to give Mr. Cain a platform to come forward and do what is
right and apologize to myself and the other women and possibly even more
women who might now have the courage to step forward.

(END VIDEO CLIP)

MATTHEWS: And just to be clear about what we`re talking about here,
the only woman who has publicly laid out her accusations against Herman
Cain, Sharon Bialek, we just saw, accused him of physically assaulting her.

In another case, there was a complaint of being invited up to a hotel
room at a...

MATTHEWS: Well, that`s it.

HABERMAN: Right, at an event.

And so specifically to the physical, that has not been in what we have
been reported so far. But I`m going to stick pretty much with that.

MATTHEWS: I accept that.

HABERMAN: Right. But I do think...

MATTHEWS: But asking you up to a room, I think -- most people, I
think in the conservative movement even, would say for someone of his age
to take someone -- well, forget the age issue.

For someone like that who is in a superior position in a commercial
situation to take somebody and say why don`t you go to my hotel room has an
innuendo which is so strong, I think the voter can handle the implications.

Michael, do you have anything to report on that? Is the behavior of
which he`s accused by -- by Karen, has this been replicated by the other
accusers?

SHEAR: Well, what we did report at "The New York Times" yesterday was
that the attorney for the...

I think that`s what we`re talking about here, a real clear case of
sexual, if these charges are true, if the accusers are speaking the truth.
And that`s the if that we`re going to have to look at and let the voters
look at in the days ahead.

Maggie Haberman, thank you for this reporting, and thank you, Michael
Shear, for yours.

HABERMAN: Thank you.

MATTHEWS: Up next, it just may be the best "Sideshow" moment ever.
Wait until you catch this. This is real life. Well, this is the life of a
congressman. That`s Tea Party Congressman Joe Walsh.

(BEGIN VIDEO CLIP)

REP. JOE WALSH (R), ILLINOIS: Government sets the rules. Don`t blame
banks. And don`t blame the marketplace for the mess we`re in right now. I
am tired of hearing that crap. I am tired of hearing that crap.

First up, a case of too much Joe? Well, that may have been the case
for a group of Illinois voters who showed up to talk with their
congressman, Republican and Tea Partier Joe Walsh, at a local restaurant
recently, just a Cup of Joe with Joe, or so they thought. Let`s just say
Walsh got a little overcaffeinated when one of the guests questioned him on
the influence that big banks and lobbyists have in Congress.

(BEGIN VIDEO CLIP)

WALSH: The problem is, you have got to be consistent. And I don`t
want government meddling in the marketplace. What created this mess is
your government, which has demanded for years that everybody be in a home.

Don`t blame banks. And don`t blame the marketplace for the mess we`re
in right now. I am tired of hearing that crap. I am tired of hearing that
crap.

(CROSSTALK)

WALSH: No, you know what? Because this pisses me off. Too many
people don`t listen.

There are already mechanisms in place.

You got Dodd-Frank now that is tying everybody`s hands. You wanted
more, more regulation? That is what you got. Do you want more regulation?
Is that what you want? Do you want Dodd-Frank? Is that what you want?

Anyway, next up, we want out. That is what a number of House
Republicans are now saying when it comes to Grover Norquist`s anti-tax
pledge. Considering the current economic climate, many of those
congressmen, Republicans , signed on the dotted line way back in the `90s,
the early `90s, and now would like to see an eraser used.

Ohio Republican Representative Steven LaTourette is one of those early
signers who is more than ready now to part ways with that Grover Norquist
pledge. He says -- quote -- "I haven`t signed it since 1994. My driver`s
license expires, my milk in my refrigerator expires, my gym membership
expires, and I find the Web site to be a little deceptive."

Well, deceptive as in Norquist`s Americans for Tax Reform Web site
lists individuals who signed on the pledge years ago. And last week,
Speaker Boehner downplayed Norquist`s influence on Congress by calling him
"some random person." Hmm.

And now for the "Big Number."

Question, what does Herman Cain have in common with former Senator Bob
Dole, who I like, aside from the fact that Dole also ran for president?
Well, maybe this will jog your memory.

(BEGIN VIDEO CLIP)

BOB DOLE, FORMER PRESIDENTIAL CANDIDATE: And then there was my friend
Hubert Humphrey. Nobody ever understood how Bob Dole and Hubert Humphrey
could be such good friends.

Well, it all came rushing back to us during Cain`s press conference
yesterday.

(BEGIN VIDEO CLIP)

CAIN: A businessman by the name of Herman Cain stepped forward. Here
I am. Some people don`t want to see Herman Cain get the Republican
nomination. Some people don`t want Herman Cain to become president. I
can`t tell you what their motivation is, other than it`s to stop Herman
Cain.

Anyway, there you have it. So that gives us a grand total of how many
"Herman Cain"s from yesterday`s press conference? Six, a half-dozen. It
might not seem like a lot, but it was all in just 30 seconds. Imagine a
State of the Union address from this fellow. We could hear a lot more
third-person references from Herman Cain -- six of them last night, and
that`s tonight half-dozen "Big Number."

Up next, more women are up for reelection in the Senate this year and
the number of women running for the Senate is among the highest ever. Is
2012 shaping up as another year of the woman?

The bears on a bit of a rampage today, the Dow industrials plunging
389 points, the S&P 500 sliding 46, and the Nasdaq giving up 105 points.

Italian treasuries, those two words tell you everything you need to
know about today`s tumble. Deals on those government bonds topping 7
percent, a level many analysts set as the threshold for sustainable debt.
Investors are now thinking Italy will need a bailout of its own and we
still have no successor for the country`s Prime Minister Berlusconi and no
new prime minister in Greece.

Goldman Sachs taking a big hit on word it`s now facing nearly $16
billion worth of lawsuits over its mortgage securities. Software maker
Adobe slumping after abandoning plans to use Flash technology on its mobile
devices and cutting 750 jobs.

And Green Mountain Coffee Roasters is getting hammered in after-hours
trade after a big miss on revenue. That stock was already in trouble on
concerns about its accounting.

That`s it from CNBC, first in business worldwide -- now back to
HARDBALL.

MATTHEWS: Welcome back to HARDBALL.

1992 was, of course, the year of the woman politically, when the
number of female United States senators tripled from two to six. Well,
today, 17 of the 100 U.S. senators are women, as are 76 members of the 435
members of the U.S. House of Representatives.

And with many women trying to win seats for the first time this year,
or rather next year, could we be looking at another female wave, if you
will, a new year of the woman?

With me now as one of those 1992 winners, Democratic Senator Barbara
Boxer from out here in California. Also joining me is a HARDBALL favorite,
Florida U.S. Congresswoman Debbie Wasserman Schultz, who also chairs the
Democratic National Committee.

MATTHEWS: So I`m thinking, Senator Boxer, I`m in your state. I will
be up at Dominican University in your own stomping grounds of Marin.

SEN. BARBARA BOXER (D), CALIFORNIA: Yes.

MATTHEWS: It`ll be a great night. I`m so glad to be in your
territory.

BOXER: Lucky you, Chris.

MATTHEWS: Lucky me.

BOXER: Yes.

MATTHEWS: Let me ask you, you and I were chatting the other day about
this phenomenon. So let me ask you about this. What`s in the water this
year or these cycles in which women citizens decide, I`m going to step up?

BOXER: Well, I think men and women are going to be looking at all the
candidates running. We have an incredible list of women incumbents and
challengers.

And I think this is the year to win with women, 2012. And I have a
whole Internet program on that, WinWithWomen2012.

Well, let me tell you why. You raised 1992, the year I was fortunate
enough -- thank you, California -- to get to the Senate. There were only
two women in that year, and we did get to six. They called it the year of
the woman.

Chris, we could get to over 20 women this time, 20 percent of the
United States Senate. And I know Debbie will agree there are so many
economic, kitchen table issues that women are good at. And there`s a war
on women, let`s face it. You talked about what happened in Mississippi.
Several other states are saying we don`t think women should be able to end
a pregnancy even if she`s raped or she`s that victim of incest.

BOXER: And we don`t think she should be able to even get fertility
treatment. So I think if you put the economy together with the war on
women, plus our terrific candidates, it adds up to WinWithWomen2012, as far
as I`m concerned.

MATTHEWS: But there is also a pattern sort of hanging over this. You
had the Clarence Thomas issue, a long hearing that went on with him and
Anita Hill and that TV drama, you would have to call it, but it was real-
life drama, where there was clearly a harassment charged and believed by
many people. But Clarence Thomas still was confirmed as the United States
Senate by an overwhelmingly male jury of senators.

Do you think that we`re seeing the same kind of situation leading to
women wanting to run now because of this whole Herman Cain fandango, or
whatever it is now? It`s worse than a fandango. It`s a series of serious
charges that he seems to be dancing away from.

BOXER: Well, we all know even Herman Cain himself said that sexual
harassment is very serious business.

And I`m going to leave it up to the Republican voters to determine how
they feel about Herman Cain. But there is an amazing irony here that 20
years after the Clarence Thomas/Anita Hill situation that brought sexual
harassment to the forefront, that we are now looking at this again. And
that`s a very interesting combination with everything else that I talked
about.

So I just -- I`m not saying that women who are running now are running
because of Herman Cain. They were in there before. But I really think
that people -- even if it`s this or frankly looking at Penn State, I think
women tend -- excuse me, women and men voters will turn to women in these
difficult times.

MATTHEWS: Well, and the Penn State thing is so sad, so awful, what went on
up there and awful that people condone it in any degree.

Let me go to Debbie Wasserman Schultz, the congresswoman from Florida and
also the chair of the Democratic National Committee. Let`s look at the
bright side of things. You`ve got some really good candidates -- well,
there`s women -- you`ve got Lingle running, the former governor out in
Hawaii, but you`ve also got a very strong challenge now to Scott Brown up
in Massachusetts.

It looks to me like Elizabeth Warren`s going to be a very firm bread and
butter Democratic candidate.

REP. DEBBIE WASSERMAN SCHULTZ (D), FLORIDA: Absolutely. And in addition
to the fantastic candidates that are running, the women candidates are
running in the U.S. Senate races, we have 31 incredible women running
against incumbent Republicans on the House side. We are at about 17
percent of the Congress right now are women.

And we know that women care about creating jobs and getting the economy
turned around. And we know that they have (AUDIO BREAK) the policies could
have been put forward by Republicans who are embracing the Tea Party. I
mean, Chris, the Republicans, first act in the House of Representatives was
to repeal HR-1, the Affordable Care Act, which made sure that women
couldn`t get dropped or denied coverage for simply being a woman.

A woman was treated as a preexisting condition. There are policies that
the Republicans have consistently engaged in on a war on women like the
personhood amendment that for me as a woman who gave birth to two of my
children through in vitro fertilization, it is unbelievably offensive that
they would try to pass amendments that would (AUDIO BREAK) able to be
apparent. That`s unacceptable, and that`s why so many good women are
stepping up not because of allegations against one presidential candidate,
because women know that their future and their children`s future hangs in
the balance and they`re ready to step up and have (AUDIO BREAK).

MATTHEWS: OK. Let me go to senator boxer in the United States Senate
right now in Washington.

Look at these numbers. Back in 2008, the last presidential election,
President Obama, the Democrat, carried the women`s vote. This is pretty
stark. This looks more like California than it has been in the past.

Fifty-six percent of women went for the president, 43 percent in other
words, the rest of the vote went for McCain. What is that about? That
begins to reflect, it seems almost the pattern you see in your home state
where women are overwhelmingly supportive of the Democratic program.

BOXER: I honestly think that women as well as men are looking at the two
parties. And you know, Chris, because you used to be around here a long
time ago. The parties have moved so far away from each other. And I
believe really the Republicans have moved so far to the right that they
have lost the mainstream.

Just need to look at Ohio, at the way they overreached. A lot of those
union members are women, nurses, teachers, and they were just hitting away
at these people. And they don`t seem to care as Debbie Wasserman Schultz
so beautifully stated about women getting treatment and care -- that being
a woman almost was a preexisting condition before.

We now make sure that women and families can keep their children until
they`re 26. So people in this country, women in particular, look forward.
They don`t want to go backwards. They don`t want to lose rights. They
want to continue to gain rights.

They don`t want to go backwards in their economic status, they want to move
forward.

MATTHEWS: OK.

BOXER: So I think it`s the combination of Democrats standing for the
things that these women want, but also the Republicans have lost touch,
frankly.

MATTHEWS: When is the last time President Obama called you for political
advice, Senator?

BOXER: Oh, I talked to the president and his people quite a bit.

MATTHEWS: The president himself. When did he last call you for advice or
talk to you about politics?

BOXER: Oh, very recently when he was in California. And I actually was in
the White House, and I feel that I can pick up the phone and talk to him
any time. I talk to Joe Biden a lot because I`m trying to leave the
president alone. But I do talk to Joe a lot more because, you know, I feel
like I don`t want to interrupt the president.

MATTHEWS: OK. Thank you so much, Barbara Boxer, senator from California
since 1993, and U.S. Congresswoman Debbie Wasserman Schultz of Florida,
chair of the Democratic National Committee.

Up next, let`s have some fun with the one and only Darrell Hammond. He`s
coming here next. He`s got a book.

And I`m here in the Bay Area right now. And tonight, I`ll be speaking at
the Dominican University of Marin County about my new book "Jack Kennedy:
Elusive Hero" and about Jack`s incredible heroism in World War II.

This is HARDBALL, only on MSNBC.

(COMMERCIAL BREAK)

MATTHEWS: An update on that tragic Penn State scandal. Joe Paterno
announced today he`ll retire at the end of the season. Paterno is leaving
amid a sex scandal involving a long-time assistant coach accused of
molesting -- boy, that`s a light word for it, what an awful thing going on
there -- eight young boys. Paterno, along with the president of the
university, have been under fire for not going to police when they were
told about an incident involving the assistant coach back in 2002.

The university could still force Paterno to leave immediately. The
university president may be pushed out, as well. What a story.

And it`s time to explore the lighter side of politics with a man of a
thousand faces. Darrell Hammond is an award-winning actor and comedian.
His new book is called "God, If You`re Not Up There, I`m --" then comes a
word we cannot say on television but you can see part of that word there.

Darrell Hammond, my pal, thank you for coming on tonight.

DARRELL HAMMOND, ACTOR/COMEDIAN: Hi.

MATTHEWS: And we`ve been showing bits of you doing me a while back. But
here you are with a whole new cast of targets. Who was your favorite in
this -- here`s a spoof, by the way, the Republican presidential candidates
from "Funny or Die." And be sure to pay close attention to the character
of Rick Perry.

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: Hello, Herman Cain here, with a message for the
Internet. You`re way too complicated.

UNIDENTIFIED FEMALE: I`m Michele Bachmann, the current front-runner for
the GOP nomination.

UNIDENTIFIED MALE: And I`m Marcus Bachmann, and we built this dream
together. Nothing is going to stop us now.

HAMMOND: Hello. Governor Rick Perry here, and I know I saluted a second
ago, but I always salute when I -- after I squeeze one out.

UNIDENTIFIED MALE: Is anyone in the whole world excited about me being
president? Nope.

(END VIDEO CLIP)

MATTHEWS: Was that last guy Romney?

HAMMOND: I don`t know. I never saw that.

MATTHEWS: We definitely know who Rick Perry was. You`re playing Rick
Perry as a doofus. The guy can`t perform on stage.

And what`s it liked that could be the very soul of Bill Clinton, the very
soul of Bill Clinton. Who is in there?

HAMMOND: In Clinton?

MATTHEWS: Yes.

HAMMOND: I don`t know. I don`t understand charisma. He has it. He has
it, you know?

But, I mean, when you hang out with him a little bit, you get to see, you
know, the way he talks to people, and he`s -- I saw him do a speech in
California, 47 minutes without a script, standing ovation, laughs, applause
breaks. He`s pretty darn good out there when he starts talking.

MATTHEWS: Yes. Also, is there a Jack Kennedy in there somewhere? Is he
being Jack Kennedy and you`re being him being Jack Kennedy?

HAMMOND: It was just my sense, when I began to look at him, that I just
feel that everyone has a hero, or someone they emulate, or when they do
their thing. It was my sense that he was -- he had a hero, and I started
checking out Jack Kennedy`s inaugural address and doing it in a Southern
accent, and putting a little crackle in there, and it came together for me.
I could have been totally off base, but that was the formula.

MATTHEWS: Let`s take a look at one of my favorite impersonations that you
do, Darrell Hammond.

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: Chris, it`s a pleasure to be here.

HAMMOND: Good God, you said like five words and I`m already bored to
death. Ha ha!

Ha!

Suddenly, the national debt is higher than Rush Limbaugh and a Mexican
pharmacy.

Well, let me ask you -- you`ve read something rather pointed about you,
there was somebody you didn`t want to do, because I know you come from a
military family, and you had a tough upbringing in many ways. But I think
something you`re proud of was your dad was military.

HAMMOND: Yes, I am.

MATTHEWS: And you want to talk -- you don`t want to do John McCain. You
didn`t want to do John McCain. Why not?

HAMMOND: I just felt, you know, I`d just been through this thing, this
military funeral, my father on his deathbed had his war medals on his chest
to explain what his life had been about, and that he was maybe not as good
a dad as he wanted to be.

It was like I had a dad for the first time, I was very moved by it, and I
felt that Senator McCain was a great man, and he was injured serving his
country. And I think when people are injured, that it affects the way they
move and talk, and I didn`t want to let Lorne Michaels down, but at the
same time, I didn`t want to be a part of that. But I tried.

MATTHEWS: You wrote in your book how you were injured as a kid. You were
maltreated by your parents, your mother especially.

HAMMOND: My mother -- not my dad, but my mom.

MATTHEWS: Yes.

HAMMOND: My father like had rages, would hit doors, and kick things and
say hostile stuff, but he never actually hit -- he only backhanded me one
time, and it wasn`t a big deal.

MATTHEWS: Yes. You once said about your dad, I guess you have good
feelings about him now, you once said, he said about me, he said, I enjoy
that man. I enjoy him.

HAMMOND: Yes, he watched your program, and his frequent response was I
didn`t understand it, but hell, I enjoyed it.

MATTHEWS: Ha ha! Look, I hope --

HAMMOND: Ha ha!

MATTHEWS: Ha! I hope everybody reads your book. You are a great -- I`ve
got to catch up with you up there by the way. The name of the book, we
can`t give the whole name of the book, it`s like a George Carlin word we
can`t use, but "God, If You`re Not Up There, I`m" -- and we can figure out
the rest of it.

Good luck, good buddy, because you`re a good guy. I hope people read
Darrell Hammond and figure out who you are because you`re so many people on
TV.

There`s word in "The New York Times" today that there`s a good chance the
United States, our country, will not be isolated should the Palestinians
get recognized as a country. That`s enormously good news. And it`s not
going to come with a big headline.

Several weeks back, it looked like the United Nations was on the verge of
recognizing the Palestinian state, with the United States the only country
in the world voting against it. That would have made us look like we`re
alone in our support for Israel, made Israel look like its only friend in
the whole world was us. And that would be bad for us, bad for our friends
in Israel.

What looks like it`s not going to go this was. The membership committee of
the U.N. Security Council has failed to reach a consensus. It looks like
Germany is going to join us in voting against U.N. membership for the
Palestinians. It looks like Britain and France and also the current
government of Colombia will abstain.

And this news that we`ve avoided one bad situation comes as we see the good
result in another area of U.S. diplomacy. That`s Libya. Gadhafi`s gone,
the NATO effort has succeeded, the United States has gotten its way without
sending in a single American troop.

Who was responsible for this good result? The same person we must credit
with the good results regarding the Mideast, the Palestinian and Israeli
issue. It was a good result because Secretary of State Hillary Clinton was
able to get Arab leaders behind the effort to topple Gadhafi, was able to
avoid having the U.S. pay for the cost and get NATO to take the lead.

This is a tricky time in world history. It`s not just countries that we
have to deal with, there are also organizations like al Qaeda. And we have
China, Brazil, and India and Russia, all rising in power, not just economic
power, but the diplomatic leverage that economic power brings with it.

Instead of acting alone like the world`s big shot, we have to bring
together other countries in with us, and that`s if we want to get something
done.

Hillary Clinton deserves the credit for doing just this. And there`s a lot
of buzz about her reentering politics someday. It will be because she is
doing a very good job as secretary of state, a job that`s good for this
country. We`re getting things done because of her.

That`s HARDBALL for now. Thanks for being with us.

Tomorrow night, I`ll be on "The Tonight Show" with Jay Leno talking about
my new book, "Jack Kennedy: Elusive Hero."

"POLITICS NATION" with Al Sharpton starts right now.

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY
BE UPDATED.
END

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